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Vertiv Holdings Co

For the period ended Mar 31, 2025. Filed Apr 23, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed Apr 23, 2025

VRT$182.86+3.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-10-25.

0001628280-24-043698

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-04-23.

0001628280-25-019372

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 88 previous paragraphs and 63 current paragraphs.

30 unchanged; 27 reworded; 5 added; 23 removed; 8 previous and 1 current paragraphs rearranged.

Tables are not compared: 9 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

•Trade and Economic Uncertainty: The global trade and economic environment continues to evolve rapidly with the imposition of new U.S tariffs and retaliatory tariffs being imposed by foreign countries. In response to these escalating pressures and the geopolitical and macroeconomic uncertainties surrounding global supply chains and customer demand, we continue to pursue our supply chain strategy of supplier and geographic resilience. This includes, but is not limited to, continuing to add regional sourcing and manufacturing capabilities and capacity to complement our existing global supply chain. We’re strengthening our supply base and manufacturing footprint in the US and other strategic jurisdictions around the world as part of our overall capacity strategy to grow with customer demand in the US and other jurisdictions.

Current report

The imposition of U.S. tariffs and foreign country retaliatory tariffs, or the proposed imposition of additional or similar tariffs, in jurisdictions where we have manufacturing facilities or where our clients operate will increase our cost of doing business and could significantly impact our financial performance.

Current report

We are continually analyzing and implementing strategic measures in an effort to minimize the financial and operational impacts of the new and proposed tariffs on our business operations, including, but not limited to, continued expansion of domestic manufacturing, alternative sourcing of components and parts regionally, increased sourcing of components and parts that qualify under applicable trade agreements, and continued evaluation of our ability to incorporate tariff impacts into pricing decisions for our products and services.

Current report

We are also continually monitoring the evolving macroeconomic environment, including monitoring inflationary and recessionary pressures resulting from the ongoing tariffs and geopolitical climate. These additional pressures could significantly impact the labor markets, exchange rates, customer demand, supply chain, capital markets and other economic conditions in the jurisdictions we operate throughout 2025 and beyond. As we monitor this ever-changing situation, we have been adjusting, and will continue to adjust, our operational plans in an effort to mitigate the impact of these pressures on our business and financial performance.

Current report

Net cash used for financing activities was $24.9 in the first three months of 2025 compared to $603.1 used for financing activities in the first three months of 2024. The decrease in cash used in 2025 was primarily the result of a $599.9 decrease in repurchase of common shares, offset by a $13.1 decrease in exercise of employee stock options, a $4.9 increase in dividend payment and a $3.7 increase in employee taxes paid for shares withheld.
Removed paragraphs (23)

Previous report

Asia Pacific net sales were $432.4 in the third quarter of 2024, an increase of $43.8, or 11.3%, from the third quarter of 2023. The increase in sales were primarily driven by growth particularly in Greater China and Asia, and the positive impact of foreign currency of approximately $3.3. Net sales of products improved by $28.4, and service & spares improved by $15.4.

Previous report

Comparison of the Nine Months Ended September 30, 2024 and Nine Months Ended September 30, 2023

Previous report

Net sales were $5,665.4 in the first nine months of 2024, an increase of $667.6, or 13.4%, compared with $4,997.8 in the first nine months of 2023. The increase in sales was primarily driven by higher sales volumes, partially offset by the negative impacts from foreign currency of $29.4. Product sales increased $540.6, which included negative impacts from foreign currency of $21.0. Services & spares sales increased $127.0, which included negative impacts from foreign currency of $8.4.

Previous report

Cost of sales were $3,601.4 in the first nine months of 2024, an increase of $320.7, or 9.8%, compared to the first nine months of 2023. The increase in cost of sales was primarily driven by the impact of higher sales volumes. Gross profit was $2,064.0 in the first nine months of 2024, or 36.4% of sales, compared to $1,717.1, or 34.4% of sales, in the first nine months of 2023. The margin increase was primarily driven by higher sales volumes and improved price realization.

Previous report

SG&A expenses were $1,012.4 in the first nine months of 2024, an increase of $48.9, or 5.1% compared to the first nine months of 2023. The increase in SG&A was primarily driven by increased compensation costs, a one-time supplier expense, increased IT and research and development expense, and professional service fees. SG&A as a percentage of sales was 17.9% for the nine months ended September 30, 2024 compared with 19.3% in the nine months ended September 30, 2023.

Previous report

Income tax expense (benefit) was $171.4 in the first nine months of 2024 compared to $118.8 in the first nine months of 2023. The $52.6 increase is primarily due to increased business results between the periods as well as the change in the fair value of warrant liabilities between the periods net of increased tax benefits due to stock compensation activity. The effective rate in the first nine months of 2024 was primarily influenced by the negative impacts of non-deductible changes in fair value of the warrant liabilities and discrete tax benefits related to stock compensation. In the first nine months of 2023, income tax expense was primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of changes in valuation allowances and the negative impacts of non-deductible changes in fair value of the warrant liabilities and changes to our indefinite reinvestment liability.

Previous report

Americas net sales were $3,244.7 in the first nine months of 2024, an increase of $419.8, or 14.9%, from the first nine months of 2023. The increase in sales was primarily driven by higher sales volumes due to products increasing by $342.8 and service & spares increasing by $77.0. Americas net sales were negatively impacted by foreign currency of approximately $12.3.

Previous report

Operating profit (loss) in the first nine months of 2024 was $776.3, an increase of $232.3 compared with the first nine months of 2023. Margin increased primarily due to higher sales volumes, manufacturing and procurement productivity, and improved price realization.

Previous report

Operating profit (loss) in the first nine months of 2024 was $106.8, an increase of $2.3 compared with the first nine months of 2023. Margin decreased primarily due to sales from lower margin products and a one-time supplier expense, slightly offset with price realization due fixed cost leverage.

Previous report

Europe, Middle East & Africa net sales were $1,246.9 in the first nine months of 2024, an increase of $171.4, or 15.9%, from the first nine months of 2023. Sales increases were driven by increased volume due to products increasing by $146.9, service & spares increasing by $24.5, and were negatively impacted by foreign currency of approximately $2.0.

Previous report

Operating profit (loss) in the first nine months of 2024 was $294.2, an increase of $91.5 compared with the first nine months of 2023. Margin increased primarily due to higher sales volumes, improved price realization, and manufacturing and procurement productivity.

Previous report

Net cash used for financing activities was $640.4 in the first nine months of 2024 compared to $236.7 provided by financing activities in the first nine months of 2023. The increase in cash used in 2024 was primarily the result of $599.9 of share repurchases related to common stock, $28.1 in dividend payments, offset by a decrease in year-over-year net repayments of $235.0 on the ABL Revolving Credit Facility in the first nine months of 2023, $16.6 decrease in net cash received associated with equity-based compensation activity, and $5.9 decrease of repayments on the Term Loan in the first nine months of 2024.
Reworded paragraphs (27)

Previous wording

Unless the context otherwise indicates or requires, references to (1) “the Company,” “Vertiv,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries. In addition, dollar amounts are stated in millions, except for per share amounts. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this "Form 10-Q") and the audited consolidated financial statements and the notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 23, 2024 (the “2023 Form 10-K”).

Current wording

Unless the context otherwise indicates or requires, references to “the Company,” “Vertiv,” “we,” “us” and “our” refer to Vertiv Holdings Co, a Delaware corporation, and its consolidated subsidiaries. In addition, dollar amounts are stated in millions, except for per share amounts. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the Consolidated Financial Statements and the notes thereto included elsewhere in this Annual Report.

Previous wording

These forward-looking statements involve a number of risks and uncertainties (some of which are beyond Vertiv’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its Securities and Exchange Commission (“SEC”) reports, including those set forth in the 2023 Form 10-K. These risk factors and those identified elsewhere in this Form 10-Q, among others, could cause actual results to differ materially from historical performance and include, but are not limited to: risks relating to the continued growth of Vertiv’s customers’ markets; disruption of Vertiv’s customers’ orders or Vertiv’s customers’ markets; less favorable contractual terms with large customers; risks associated with governmental contracts; failure to mitigate risks associated with long-term fixed price contracts; competition in the infrastructure technologies industry; failure to obtain performance and other guarantees from financial institutions; failure to realize sales expected from Vertiv’s backlog of orders and contracts; failure to properly manage Vertiv’s supply chain or difficulties with third-party manufacturers; our ability to forecast changes in prices, including due to inflation in material, freight and/or labor costs, and timely implement measures necessary to mitigate the impacts of any such changes; risks associated with our significant backlog, including that the impacts of any measures taken to mitigate inflation will not be reflected in our financial statements immediately; failure to meet or anticipate technology changes; risks associated with information technology disruption or security; risks associated with the implementation and enhancement of information systems; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; Vertiv’s ability to realize cost savings in connection with Vertiv’s restructuring program; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; changes to tax law; ongoing tax audits; costs or liabilities associated with product liability; the global scope of Vertiv’s operations; risks associated with Vertiv’s sales and operations in emerging markets; risks associated with future legislation and regulation of Vertiv’s customers’ markets both in the United States and abroad; Vertiv’s ability to comply with various laws and regulations and the costs associated with legal compliance; adverse outcomes to any legal claims and proceedings filed by or against Vertiv; risks associated with current and potential litigation or claims against Vertiv; Vertiv’s ab…

Excerpt shortened here; the source contains the full paragraph.

Current wording

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Vertiv’s control) or other assumptions, which may change over time, and that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Vertiv has previously disclosed risk factors in its Securities and Exchange Commission (“SEC”) reports, including those set forth in its Form 10-K for the year ended December 31, 2024 filed on February 18, 2025 (the "2024 Form 10-K"). These risk factors and those identified elsewhere in this Form 10-Q, among others, could cause actual results to differ materially from historical performance and include, but are not limited to: risks relating to the continued growth of our customers’ markets; long sales cycles for certain Vertiv products and solutions as well as unpredictable placing or cancelling of customer orders; failure to realize sales expected from our backlog of orders and contracts, disruption of our customer’s orders or the markets; less favorable contractual terms with large customers; risks associated with governmental contracts; failure to mitigate risks associated with long-term fixed price contracts; competition in the industry in which we operate; failure to obtain performance and other guarantees from financial institutions; failure to properly manage supply chain, difficulties with third-party manufacturers and increases in costs of material, freight and/or labor, and changes in the costs of production; competition in the infrastructure technologies; risks associated with information technology disruption or cyber-security incidents; risks associated with the implementation and enhancement of information systems; failure to realize the expected benefit from any rationalization, restructuring and improvement efforts; disruption of, or changes in, Vertiv’s independent sales representatives, distributors and original equipment manufacturers; increase of variability in our effective tax rate costs or liabilities associated with product liability due to global operations subjecting us to income and other taxes in the United States and numerous foreign entities; the global scope of Vertiv’s operations, especially in emerging markets; failure to benefit from future significant corporate transactions; risks associated with Vertiv’s sales and operations in emerging markets including economic, political and production level risk; risks associated with future legislation and regulation of Vertiv’s customers’ markets both in the United States ("U.S.") and abroad; our ability to comply with various laws and regulations including but not limited to, laws and regulations relating to data protection and data privacy; failure …

Excerpt shortened here; the source contains the full paragraph.

Previous wording

We are a global leader in the design, manufacturing and servicing of critical digital infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data. We provide this technology to data centers, communication networks and commercial and industrial environments worldwide. We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world.

Current wording

We are a global leader in the design, manufacturing and servicing of critical digital infrastructure technology that powers, cools, deploys, secures and maintains electronics that process, store and transmit data. We primarily provide this technology to data centers, communication networks and commercial & industrial environments worldwide. We aim to help create a world where critical technologies always work, and where we empower the vital applications of the digital world.

Previous wording

•Capacity Expansion: We have invested in capacity expansion to meet current and anticipated additional customer demand. For example, since acquiring E&I in late 2021, we have approximately doubled our manufacturing capacity for switchgear, busbar and integrated solutions by opening new facilities and adding production to existing facilities. Additionally, in order to support our thermal management activity, we opened a new manufacturing facility in Pune, India in 2024 to further support our manufacturing capacity. We also recently opened a new facility in Pelzer, South Carolina to support the production of modular solutions, modular power systems and other infrastructure systems. We anticipate continuing to invest in capacity globally to provide the geographic presence that our customers need, and the ability to rapidly scale and to ensure resiliency.

Current wording

•Capacity Expansion: We have invested in capacity expansion to meet current and anticipated additional customer demand. For example, since acquiring E&I in late 2021, we have approximately doubled our manufacturing capacity for switchgear, busbar and integrated solutions by opening new facilities and adding production to existing facilities. Additionally, in 2024, in order to support our thermal management activity, we opened a new manufacturing facility in Pune, India and a new facility in Pelzer, South Carolina to support the production of modular solutions, modular power systems and other infrastructure systems. We anticipate continuing to invest in capacity globally to provide the geographic presence that our customers need, and the ability to rapidly scale and to ensure resiliency.

Previous wording

•Artificial Intelligence ("AI"): Increased maturity and adoption of AI and high-performance compute is currently impacting the data center industry, driving technology innovation which has led to increased demand. The Company has invested in developing new product, services, and solutions to serve this industry trend, is increasing capacity to support additional demand for AI infrastructure as necessary and we will continue to invest to support additional growth driven by AI.

Current wording

•Artificial Intelligence ("AI"): Increased maturity and adoption of AI and high-performance compute is currently impacting the data center industry and driving technology innovation, which has led to increased demand. The Company has invested in developing new product, services, and solutions to serve this growing industry, is increasing capacity to support additional demand for AI infrastructure as necessary and we will continue to invest to support additional growth driven by AI.

Previous wording

Net sales were $2,073.5 in the third quarter of 2024, an increase of $330.9, or 19.0%, compared with $1,742.6 in the third quarter of 2023. The increase in sales was primarily driven by higher sales volumes, partially offset by the negative impacts from foreign currency of $4.2. Product sales increased $266.3, which included the negative impacts from foreign currency of $2.5. Services & spares sales increased $64.6, which included the negative impacts from foreign currency of $1.7.

Current wording

Net sales were $2,036.0 in the first quarter of 2025, an increase of $396.9, or 24.2%, compared with $1,639.1 in the first quarter of 2024. The increase in sales was primarily driven by higher sales volumes, partially offset by the negative impacts from foreign currency of $17.4. Product sales increased $373.7, which included the negative impacts from foreign currency of $10.9. Services & spares sales increased $23.2, which included the negative impacts from foreign currency of $6.5.

Previous wording

Excluding intercompany sales, net sales were $1,198.6 in the Americas, $432.4 in Asia Pacific and $442.5 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segments section below.

Current wording

Excluding intercompany sales, net sales were $1,185.3 in the Americas, $447.2 in Asia Pacific and $403.5 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the Business Segments section below.

Previous wording

Cost of sales were $1,317.1 in the third quarter of 2024, an increase of $202.1, or 18.1% compared to the third quarter of 2023. The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $756.4 in the third quarter of 2024, or 36.5% of sales, compared to $627.6, or 36.0% of sales in the third quarter of 2023. The margin expansion in the third quarter of 2024 was primarily driven by higher sales volumes, pricing actions exceeding inflationary costs and manufacturing and procurement productivity.

Current wording

Cost of sales were $1,349.5 in the first quarter of 2025, an increase of $276.8, or 25.8% compared to the first quarter of 2024. The increase in cost of sales was primarily driven by the impact of higher volumes. Gross profit was $686.5 in the first quarter of 2025, or 33.7% of sales, compared to $566.4, or 34.6% of sales in the first quarter of 2024. Margin is slightly down in the first quarter of 2025 due primarily to the mix of product and service sales in addition to tariffs.

Previous wording

Selling, general and administrative expenses (“SG&A”) were $334.6 in the third quarter of 2024, an increase of $7.4, or 2.3% compared to the third quarter of 2023. The increase in SG&A was primarily driven by increased compensation costs and increased research and development costs. SG&A as a percentage of sales were 16.1% in the third quarter of 2024 compared with 18.8% in the third quarter of 2023.

Current wording

Selling, general and administrative expenses (“SG&A”) were $346.3 in the first quarter of 2025, an increase of $32.3, or 10.3% compared to the first quarter of 2024. The increase in SG&A was primarily driven by increased compensation costs. SG&A as a percentage of sales were 17.0% in the first quarter of 2025 compared with 19.2% in the first quarter of 2024.

Previous wording

The remaining other operating expenses includes amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income). These remaining operating expenses were $50.2 for the third quarter of 2024, which was a $0.7 increase from the third quarter of 2023. The increase was primarily due to a $5.0 increase in restructuring costs and a $2.6 increase in foreign currency loss offset by $3.3 of income related to mark-to-market gains on our economic hedges.

Current wording

The remaining other operating expenses includes amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income). These remaining operating expenses were $49.5 for the first quarter of 2025, which was a $0.3 decrease from the first quarter of 2024. The decrease was primarily due to a $0.8 increase in restructuring costs offset by a $0.6 decrease in foreign currency loss and a $0.5 decrease in other operating expense (income) primarily due to the mark-to-market losses associated with the economic hedges.

Previous wording

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding Private Placement Warrants. The change in fair value of the outstanding warrant liability during the first nine months of 2024 and 2023 resulted in a loss of $269.2 and a loss of $103.4, respectively. The change in fair value of these Private Placement Warrants was the result of changes in market prices of our common stock and other observable inputs deriving the value of the financial instruments and the exercise of 5,266,666 of the private placement warrants in February 2023 by GS Sponsor LLC. As of both September 30, 2024 and 2023, there were 5,266,667 private placement warrants that remained outstanding.

Current wording

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the then outstanding private warrants. The change in fair value of the outstanding private warrants during the first three months of 2024 resulted in a loss of $176.6. The change in fair value of these warrants was the result of changes in market prices of our common stock, and other observable inputs deriving the value of the financial instruments. On December 6, 2024, Cote SPAC I LLC elected to exercise the remaining 5,266,667 outstanding private warrants on a cashless basis pursuant to the agreement governing the warrants, in exchange for which the Company issued 4,812,521 shares of Class A common stock. As of March 31, 2025, there were no private warrants outstanding.

Previous wording

Interest expense, net, was $35.9 in the third quarter of 2024 compared to$43.5 in the third quarter of 2023. The $7.6 decrease is primarily driven by $4.9 of reduced interest expense as a result of our Term Loan amendments which resulted in a reduction to our interest rate margin and a $2.6 increase in interest income. To the extent interest rates continue to fluctuate our interest expense will change, although we expect these changes to be mitigated by our interest rate swaps and interest income.

Current wording

Interest expense, net, was $25.3 in the first quarter of 2025 compared to$39.0 in the first quarter of 2024. The $13.7 decrease is primarily driven by $9.5 of reduced interest expense as a result of our Term Loan amendments which resulted in a reduction to our interest rate margin and a $3.4 increase in interest income. To the extent interest rates continue to fluctuate our interest expense will change, although we expect these changes to be mitigated by our interest rate swaps and interest income.

Previous wording

Income tax expense was $91.9 in the third quarter of 2024 compared to $51.7 in the third quarter of 2023. The $40.2 increase is primarily due to increased business performance and the change in the discrete tax benefits related to stock compensation. The effective rate in the third quarter of 2024 was primarily influenced by the negative impact of non-deductible changes in fair value of the warrant liabilities and discrete tax benefits related to stock compensation. For the third quarter of 2023, income tax expense was primarily influenced by the mix of income between our U.S. and non-U.S. operations, net of valuation allowances, and reflects the negative impact of non-deductible changes in fair value of the warrant liabilities.

Current wording

Income tax expense was $100.9 in the first quarter of 2025 compared to $(7.1) in the first quarter of 2024. The $108.0 increase is primarily due to increased business performance and the change in the discrete tax expense due to legislative changes effective in the first quarter of 2025. The effective rate in the first quarter of 2025 was primarily influenced by the negative impact of a valuation allowance established to account for legislative changes effective in the first quarter of 2025 partially offset by favorable impact of other discrete items such as stock compensation and changes in deferred tax liabilities. For the first quarter of 2024, income tax expense was primarily influenced by the negative impact of non-deductible changes in fair value of the warrant liabilities, discrete tax benefits related to stock compensation and the mix of income between our U.S. and non-U.S. operations.

Previous wording

Americas net sales were $1,198.6 in the third quarter of 2024, an increase of $195.4, or 19.5%, from the third quarter of 2023. The increase in sales was primarily driven by higher sales volumes due to products increasing by $160.0 and service & spares increasing by $35.4. Americas net sales were negatively impacted by foreign currency of approximately $10.7.

Current wording

Americas net sales were $1,185.3 in the first quarter of 2025, an increase of $260.3, or 28.1%, from the first quarter of 2024. The increase in sales was primarily driven by higher sales volumes due to products increasing by $242.2 and service & spares increasing by $18.1. Americas net sales were negatively impacted by foreign currency of approximately $5.8.

Previous wording

Operating profit (loss) in the third quarter of 2024 was $303.4, an increase of $96.9 compared with the third quarter of 2023. Margin increased primarily due to higher sales volumes, improved price realization, manufacturing and procurement productivity, and leveraging our fixed costs.

Current wording

Operating profit (loss) in the first quarter of 2025 was $259.7, an increase of $71.9 compared with the first quarter of 2024. Margin increased primarily due to higher sales volumes, improved price realization, manufacturing and procurement productivity and leveraging our fixed costs.

Previous wording

Asia Pacific net sales were $1,173.8 in the first nine months of 2024, an increase of $76.4, or 7.0%, from the first nine months of 2023. Sales increases were primarily driven by growth throughout the region, partially offset by the negative impact of foreign currency of approximately $15.1. Net sales of products improved by $50.9 and service & spares improved by $25.5.

Current wording

Asia Pacific net sales were $447.2 in the first quarter of 2025, an increase of $114.9, or 34.6%, from the first quarter of 2024. The increase in sales were primarily driven by growth across the whole region, partially offset by the negative impact of foreign currency of approximately $6.0. Net sales of products improved by $109.8, and service & spares improved by $5.1.

Previous wording

Operating profit (loss) in the third quarter of 2024 was $44.1, a decrease of $5.6 compared with the third quarter of 2023 mainly driven by sales from product mix and a benefit related to employee related costs in the third quarter of 2023.

Current wording

Operating profit (loss) in the first quarter of 2025 was $45.7, an increase of $15.3 compared with the first quarter of 2024 mainly driven by leveraging our fixed costs and a benefit due to employee related costs in the first quarter of 2024.

Previous wording

Europe, Middle East & Africa net sales of $442.5 in the third quarter of 2024, increased by $91.7, or 26.1%, from the third quarter of 2023. Sales increases were primarily due to increased volumes due to products increasing by $77.9 and service & spares increasing by $13.8 and the positive impact of foreign currency of approximately $3.2.

Current wording

Europe, Middle East & Africa net sales of $403.5 in the first quarter of 2025, increased by $21.7, or 5.7%, from the first quarter of 2024. Sales increases were primarily due to increased volumes due to products increasing by $21.7, partially offset by the negative impact of foreign currency of approximately $5.6. Sales of services & spares remained flat compared to the first quarter of 2024.

Previous wording

Operating profit (loss) in the third quarter of 2024 was $114.4, an increase of $37.7 compared with the third quarter of 2023. Margin increased primarily due to fixed cost leverage on higher volumes, procurement driven productivity improvement and price realization.

Current wording

Operating profit (loss) in the first quarter of 2025 was $78.7, an increase of $8.4 compared with the first quarter of 2024. Margin increased primarily due to fixed cost leverage on higher volumes and procurement driven productivity improvement.

Previous wording

Corporate and other costs include costs associated with our headquarters located in Westerville, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, and Legal. Corporate and other costs were $45.0 and $36.5 in the third quarter of 2024 and 2023, respectively. Total corporate, other, and elimination costs increased $8.5 compared to the third quarter of 2023 primarily due to an increase of certain employee related costs and an increase in the foreign currency loss of $2.6.

Current wording

Corporate and other costs include costs associated with our headquarters located in Westerville, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, IT, Legal, and global product platform development and offering management. Corporate and other costs were $47.4 and $39.9 in the first quarter of 2025 and 2024, respectively. Total corporate, other, and elimination costs increased $7.5 compared to the first quarter of 2024 primarily due to an increase of certain employee related costs and an increase in the foreign currency loss of $0.6.

Previous wording

Capital Expenditures: Our capital expenditures are primarily related to the maintenance of our long-term assets, as well as the investment in projects, such as capacity and facility expansion, that support growth and innovation to further our enterprise strategy. Our capital expenditures (including capitalized software) were approximately $120.7 during the first nine months of 2024. We expect to have capital expenditures (including capitalized software) of $175 to $200 for the full year 2024.

Current wording

Capital Expenditures: Our capital expenditures are primarily related to the maintenance of our long-term assets, as well as the investment in projects, such as capacity and facility expansion, that support growth and innovation to further our enterprise strategy. Our capital expenditures (including capitalized software) were approximately $38.8 during the first three months of 2025. We expect to have capital expenditures (including capitalized software) of $250.0 to $300.0 for the full year 2025.

Previous wording

We have additional obligations as part of our ordinary course of business, beyond those committed for capital expenditures, which consist of debt obligations and other financial instruments. Refer below, as well as to “Note 5 — Debt” and “Note 13 — Commitments and Contingencies” of the Unaudited Condensed Consolidated Financial Statements for more information. In addition, we have uncertain tax positions that are further discussed in “Note 6 — Income Taxes” of the Unaudited Condensed Consolidated Financial Statements. We anticipate payments for lease obligations of approximately $60 for the full year 2024. We do not have any guarantees or other off-balance sheet financing arrangements, including variable interest entities, which could materially impact our financial condition or liquidity.

Current wording

We have additional obligations as part of our ordinary course of business, beyond those committed for capital expenditures, which consist of debt obligations and other financial instruments. Refer below, as well as to “Note 5 — Debt” and “Note 12 — Commitments and Contingencies” of the Unaudited Condensed Consolidated Financial Statements for more information. In addition, we have uncertain tax positions that are further discussed in “Note 6 — Income Taxes” of the Unaudited Condensed Consolidated Financial Statements. We anticipate payments for lease obligations of approximately $63.0 for the full year 2025. We do not have any guarantees or other off-balance sheet financing arrangements, including variable interest entities, which could materially impact our financial condition or liquidity.

Previous wording

We, through our subsidiaries, are party to certain indebtedness arrangements, including the Senior Secured Notes due 2028, with an outstanding principal amount of $850.0 as of September 30, 2024 (the “Notes”), the Term Loan due 2027, with an outstanding principal amount of $2,102.2, as of September 30, 2024 (the “Term Loan”), and the ABL Revolving Credit Facility due 2029, which was extended earlier in 2024, providing up to $600.0 of revolving borrowings, for which we had no amounts outstanding as of September 30, 2024 (the “ABL Revolving Credit Facility” and collectively with the Term Loan, the “Senior Secured Credit Facilities”). See “Note 5 — Debt” of the Unaudited Condensed Consolidated Financial Statements for more detailed discussion of the material terms of the Notes and the Senior Secured Credit Facilities.

Current wording

We, through our subsidiaries, are party to certain indebtedness arrangements, including the Senior Secured Notes, due 2028, with an outstanding principal amount of $850.0 as of March 31, 2025 (the “Notes”), the Term Loan, due 2027, with an outstanding principal amount of $2,091.7 as of March 31, 2025 (the “Term Loan”), and the ABL Revolving Credit Facility, due 2029, providing up to $800.0 of revolving borrowings, with separate sublimits for letters of credit and swingline borrowings and an uncommitted accordion of up to $200.0, for which none was outstanding as of March 31, 2025 (the “ABL Revolving Credit Facility” and collectively with the Term Loan, the “Senior Secured Credit Facilities”).

Previous wording

At September 30, 2024, we had $908.7 in cash and cash equivalents, which includes amounts held outside of the U.S., primarily in Europe and Asia. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are not asserting indefinite reinvestment of cash or outside basis for our non-U.S. subsidiaries due to the outstanding debt obligations in instances where alternative repatriation options, other than dividends, are not available. At September 30, 2024, Vertiv had $584.2 of availability (subject to customary borrowing base and other conditions) under the ABL Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $15.8, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.

Current wording

At March 31, 2025, we had $1,467.3 in cash and cash equivalents, which includes amounts held outside of the U.S., primarily in Europe and Asia. Non-U.S. cash is generally available for repatriation without legal restrictions, subject to certain taxes, mainly withholding taxes. We are not asserting indefinite reinvestment of cash or outside basis for our non-U.S. subsidiaries due to the outstanding debt obligations in instances where alternative repatriation options, other than dividends, are not available. At March 31, 2025, Vertiv had $784.2 of availability (subject to customary borrowing base and other conditions) under the ABL Revolving Credit Facility, net of letters of credit outstanding in the aggregate principal amount of $15.8, and taking into account the borrowing base limitations set forth in the ABL Revolving Credit Facility.

Previous wording

Net cash provided by operating activities was $894.1 in the first nine months of 2024, a $349.8 increase in cash generation compared to the first nine months of 2023. Net income from operations of $348.8 included $453.4 of net non-cash expense items, consisting of depreciation and amortization of $206.0, a loss on the change in fair value of warrant liabilities of $269.2, non-cash stock-based compensation expense of $25.8, and amortization of debt discount and issuance costs of $5.5, offset by deferred taxes of $53.1. Trade working capital provided $69.2 in the first nine months of 2024 compared to $17.8 utilized in the first nine months of 2023.

Current wording

Net cash provided by operating activities was $303.3 in the first three months of 2025, a $165.8 increase in cash generation compared to the first three months of 2024. Net income from operations of $164.5 included $118.3 of net non-cash expense items, consisting of depreciation and amortization of $71.6, non-cash stock-based compensation expense of $11.2, amortization of debt discount and issuance costs of $2.2, and deferred taxes of $33.3. Trade working capital utilized $4.8 in the first three months of 2025 compared to $99.7 utilized in the first three months of 2024.

Previous wording

Net cash used for investing activities was $120.7 in the first nine months of 2024 compared to net cash used for investing activities of $71.1 in the first nine months of 2023. The increased use of cash over the comparable period was primarily driven by decreased proceeds from the disposition of property, plant and equipment of $12.4, increased capital expenditures of $26.2, and an increase in investments of capitalized software of $11.0.

Current wording

Net cash used for investing activities was $38.8 in the first three months of 2025 compared to net cash used for investing activities of $36.5 in the first three months of 2024. The increased use of cash over the comparable period was primarily driven by an increase in investments of capitalized software of $1.6 and capital expenditures of $0.7.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Three Months Ended March 31, 2025 and 2024
Rearranged previous paragraphs (8)

Previous report — wording carried elsewhere

Change in fair value of warrant liabilities represents the mark-to-market fair value adjustments to the outstanding warrants ("Private Placement Warrants") issued in connection with the initial public offering of our predecessor GS Acquisition Holdings Corp. The change in fair value of the outstanding Private Placement Warrants during the third quarter of 2024 and 2023 resulted in a loss of $67.2 and $61.6, respectively. The change in fair value of these warrants is the result of changes in market prices of our common stock and other observable inputs deriving the value of the financial instruments. As of September 30, 2024 and 2023, there were 5,266,667 Private Placement Warrants outstanding.

Previous report — wording carried elsewhere

Excluding intercompany sales, net sales in the first nine months of 2024 were $3,244.7 in the Americas, $1,173.8 in Asia Pacific and $1,246.9 in Europe, Middle East & Africa. Movements in net sales by segment and offering are each detailed in the “Business Segments” section below.

Previous report — wording carried elsewhere

Selling, General and Administrative Expenses ("SG&A")

Previous report — wording carried elsewhere

The remaining other operating expenses include amortization of intangibles, restructuring costs, foreign currency (gain) loss, and other operating expense (income). These remaining other expenses were $141.4 for the first nine months of 2024, which was a $25.2 decrease from the first nine months of 2023. The decrease was primarily due to a $19.4 decrease in restructuring costs and a $4.6 decrease in foreign currency loss.

Previous report — wording carried elsewhere

Change in Fair Value of Warrant Liabilities

Previous report — wording carried elsewhere

Interest expense, net, was $119.7 in the first nine months of 2024 compared to $137.2 in the first nine months of 2023. The $17.5 decrease is primarily driven by a $13.6 increase in interest income and a $7.7 decrease in interest due to lower ABL Revolving Credit Facility borrowings during the period. To the extent interest rates continue to fluctuate our interest expense will change, although we expect these changes to be mitigated by our interest rate swaps.

Previous report — wording carried elsewhere

The following is detail of business segment results for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. Segment profitability is defined as operating profit (loss). Segment margin represents segment operating profit (loss) expressed as a percentage of segment net sales. For reconciliations of segment net sales and earnings to our consolidated results, see “Note 11 — Segment Information,” of our Unaudited Condensed Consolidated Financial Statements. Segment net sales are presented excluding intercompany sales.

Previous report — wording carried elsewhere

Corporate and other costs include costs associated with our headquarters located in Westerville, Ohio, as well as centralized global functions including Finance, Treasury, Risk Management, Strategy & Marketing, and Legal. Corporate and other costs were $130.0 and $128.1 in the first nine months of 2024 and 2023, respectively. Total corporate, other, and elimination costs increased $1.9 compared to the third quarter of 2023 primarily due to an increase of certain employee related costs and deceased foreign currency loss of $4.6. The first nine months of 2023 included a one-time $7.8 benefit from the settlement of an escrow agreement.